The Static
by oncoming-neatly-folded-swan
Summary: The Doctor and McKenzie head off on their first adventure together but of course it doesn't go as planned. Could this be the start of something huge? Only time will tell. (Episode 3 in my OC Doctor's series) (cast of OCs for this one, made up names/planets based on what I was doing or thinking about at the time of writing...also the spiders are based on the replicators from SG-1)
1. Chapter 1

"Right then, I've got a brilliant idea. What do you think of jelly?" asked The Doctor, looking over at McKenzie from across the console.

"I'm sorry?" McKenzie replied.

"You know, jelly as in: _and ice cream_?" The Doctor grinned.

"I don't really like it... why?"

"Oh come on, you don't like it? How can you not like it?"

"I dunno, I just never really cared for it. Too... squiggly..." she wiggled her fingers and shuddered.

"Well, that's my plan down the drain..." he sighed.

"What do you mean?"

"No, no... it's fine." he shrugged.

"Oh no, come on, tell me!" she folded her arms, "Lest I suffer the wrath of the oncoming sulk." she muttered under her breath.

"I'm sorry what did you just call me?" he raised his eyebrow at her.

"Nothing– Jelly, what were you saying?" she smiled innocently at him.

"Yes!" he perked up again, "A whole planet of this rubbery jelly like substance... it's like a giant bouncy castle!" he smiled excitedly.

"Well what are we waiting for?!" she ran around to face him across the console and returned his excitement.

The Doctor laughed and set to the console, she watched as he frantically flew his TARDIS through time and space.

The TARDIS landed and quietened down, The Doctor looked at the door and stopped for a moment.

"Something doesn't feel right..." he said.

"Doctor?" McKenzie asked.

"Come on!" he grabbed her hand and pulled her out of the TARDIS. They stepped out into a metallic room, shelves and boxes lined the walls, the lights hummed and something was making a very consistent clicking noise.

"You've really got a thing about cupboards haven't you?" asked McKenzie.

"I don't try to..." he looked around the room then back to the TARDIS, "Where have you taken me this time?"

"Doctor, can you hear that?" asked McKenzie.

"Not right now I'm trying to think..." he mumbled to himself, "Florescent lighting, metal walls, engine noise..."

"Doctor–" she nagged him as she looked through the shelves.

"McKenzie, I'm trying to work out where we are." The Doctor snapped.

McKenzie sighed, "Alright fine, I'm going to say around the fifty-third century... Space centre somewhere around–"

"Wait a minute..." he covered McKenzie's mouth with his hand.

She looked down at his hand then back up at him, raising her eyebrow looking very unimpressed.

The Doctor's eyes flicked around the room, "Can you hear that?"

She pulled his hand away, "That's what I've been trying to tell you–!"

A shelf collapsed next to them making them both jump and step backwards. They looked down at where it fell and small metallic spider crawled out from under the mess.

"What is that...?" asked McKenzie.

"It looks like what knocked the shelf down." they watched unblinkingly as it slowly devoured the edges of the metal shelving unit.

Both of their eyes darted about the room, trying to determine if the situation was dangerous or not.

They stared back down at the spider.

"What's it doing?" McKenzie asked.

"It looks like it's eating the shelves..." The Doctor replied.

They both crouched down to get a better look at it.

"Now why would it do that..?" The Doctor asked as he and McKenzie gave each other an inquisitive look.

The spider spat out a few small pieces of metal. Then it started building another spider, tacking bits of the shelving unit and what used to be on the shelves together at an incredible speed.

"Oh... it's building another one?" asked McKenzie.

The Doctor took out his sonic screwdriver and pointed it at the spider, "Look at you... you're just brilliant aren't you!" he smiled excitedly.

The spider looked up at them and then snapped at his sonic.

"Whoa!" they said as The Doctor pulled his hand away, both of them leaning back from the spider.

The spider stopped what it was doing and emitted a high pitched sound.

"Aah, what is that!?" McKenzie flinched.

They stepped back towards the TARDIS and the sound stopped. They looked over to the vent, another spider crawled out and down the wall.

"Oh, it called a friend..." said The Doctor.

Another two spiders exited the vent.

"Or... friends..." he added.

"Doctor... I don't like where this is going..." said McKenzie, tugging him back to the TARDIS.

The TARDIS made a sickly sounding noise and started to dematerialise.

"No, no, no!" The Doctor shouted, they both turned to the TARDIS only to watch it vanish.

"Wait, what? Doctor the TARDIS...?" McKenzie asked, starting to back towards the door.

Their gaze snapped to vent as more spiders poured out.

"Yeah..." The Doctor awkwardly rubbed the back of his neck, "When the TARDIS feels she's under attack... she'll leave and find a safe location..."

They backed up as far as they could and hit the door.

"So, we're stuck here...?" McKenzie tried to push the door open.

"It would appear so..." he pointed his sonic at the door and it slowly began to unlock. The spiders advanced on them, making very unfriendly sounding clicking noises. A green light glowed around them and it flashed at McKenzie, making her jump.

"Doctor, what are they doing?" she asked.

"They appear to be scanning us..." he replied.

"Why?"

"Maybe they see us as a threat... or possibly a better source of parts than the shelves... neither is particularly preferable... You wouldn't happen to have any more surprises up your sleeves, would you?" he looked up at her expectantly as the door slowly unlocked.

"One or two..." she bit her lip, "The main one being I left them in the TARDIS…" she showed him her wrists, pointing out that she wasn't wearing her wristbands.

"Of course you did... Right when could use a big stick..."

"Well maybe I thought we weren't going to need one! What are we supposed to do?!"

"When I get the door open I suggest maybe a brisk jog or fast-paced walk in the general direction of _any way but this way_ ," the door began to open, "But the shorter option is always," he grabbed her hand, looked her in the eyes and grinned wildly, "Run!" he pulled her along through the door after it opened slightly.

The metal spiders came pouring out of the room and chased after them.

"Where are we running too?" McKenzie shouted, desperately trying to keep up with him and not let go of his hand.

"Anywhere but here!" The Doctor replied, a huge grin on his face.

"Oh you're loving this aren't you!" McKenzie couldn't help but laugh along with him.

They ran along a corridor and came to another door, The Doctor frantically held his sonic to the key pad.

"Uh, Doctor!" McKenzie said, pushing his hand away.

"What are you doing–?"

"Doctor, that's an airlock! We can't get out that way!" she looked out through the window into a small room with a door leading out into space.

"Ah, right..."

They backed up against the door.

"What do we do now?" asked McKenzie, not taking her eyes of the spiders.

The spiders headed towards them making more parts for themselves as they tore apart the corridor. The Doctor pointed his sonic screwdriver at them and their speed increased, a few more spiders activated and headed towards them.

"Aah!" The Doctor jumped, covering himself with his arms.

"Do _not_ do that again! And put that away, they seem to react to the technology... if they get hold of it and make parts out of it who knows what they would become!"

"You're right..." he rummaged around in his pockets and pulled out a jelly baby, he threw it at them, "Take that!" he shouted.

The spiders ate the jelly baby and made a few parts out of it, a single spider sprung to life with one jelly leg, it wobbled around as the horde advanced on them. The Doctor quietly laughed to himself.

"Really? At a time like this, you've only made them more mad at us!" McKenzie tried to shout at him but was holding back laughter.

"Yeah but look at it," he pointed to the one spider that was wobbling around, "I gave it a jelly leg."

They laughed together and he took her hand again, squeezing it tightly. The spiders crawled up the walls and along the ceiling, converging on them.

"What do we do now?" McKenzie asked.

"Hold on tight–" The Doctor said, pulling her close to him as they were teleported away.


	2. Chapter 2

"Have they stopped?" McKenzie scrunched up her face and held The Doctor tightly. They heard guns clicking beside them. She opened her eyes and looked around. They were in some sort of computer room, there were screens up against one wall showing camera views from all over the base they were on... if they were even in the same place that is. There were also two men pointing guns at them, a woman looking extremely cross and a younger woman sitting in the back.

"Always has to be guns doesn't it..." The Doctor rolled his eyes.

"Hands up!" the men said.

McKenzie went to step back from The Doctor, "Shouldn't we–" the men cocked their guns at them, "Ok! Ok..."

The Doctor and McKenzie slowly raised their hands still in their same huddled together position. She could hear The Doctors hearts beating as her head was resting against his chest.

"Who are you and how did you get here?" the cross woman asked.

"Right, yes." The Doctor said, "I'm The Doctor and this is McKenzie, my companion."

"Strange place to take your girlfriend..." said the larger of the two men holding guns at them.

They turned their heads to face each other, The Doctor looked down at McKenzie and she looked back up at him, they were almost nose to nose. They laughed awkwardly and tried to shuffle apart.

"We're not together–" said McKenzie, "I mean we are _travelling_ together, together... but we're not _together_ , together... together."

"Hardly the time to discuss that..." said the cross woman, "You let those things out and now we've had to shut down that entire section as they've completely swarmed it!"

"And what exactly are those things?" asked The Doctor.

"That's none of your concern, who are you and what are you doing here?!"

"He just told you!" said McKenzie.

" _The Doctor and McKenzie_ doesn't explain anything! What are you doing here? Are you spies? Mercenaries?" the cross woman was red in the face, steam was practically streaming from her ears.

"Do we really look like mercenaries...?" McKenzie asked, "Do we?" she whispered to The Doctor.

"I don't know... I think I could be a spy..." The Doctor replied to her, grinning as he looked down at her.

"Spy?" she giggled, "More like eighties detective..."

"Eighties detective?" he asked, in mock offence.

"I could have you killed right where you stand! My men are litterally holding guns on you and you're just stood there flirting! I demand that you tell me who you are!" yelled the cross woman, completely bewildered by their flippancy.

"You're not going to kill us." McKenzie sighed.

The cross woman stared, eyes wide. She took a deep breath and tried to calm down, "And how do you know that?" she grinned almost smugly.

"McKenzie, they're pointing guns at us I think–" The Doctor whispered.

"Shush... You're not going to kill us because you can't, you're only pointing those at us to threaten us, to make sure you keep control." McKenzie said.

"Ooh, I hadn't thought about that." The Doctor grinned.

"You wouldn't cock your weapon like that, they only do it in the movies to look cool. In fact, you don't even have any ammo."

"Are you so sure about that?" the cross woman said, narrowing her eyes at them.

"Go on then! Prove me wrong!" McKenzie snapped.

The Doctor shuffled nervously, "Are you sure about this...?" he whispered.

The two men looked at each other, then up to the cross woman.

She nodded, "Do it."

The two men looked back at each other then pulled the trigger on McKenzie and The Doctor. Their guns clicked loudly.

"See, I told you." McKenzie smiled.

"Oh you are good." The Doctor smiled back.

"Right then, if you're not going to listen to me, to be honest it doesn't matter who you are, because I can't imagine you'll be of any help to us... you can step down and uh... let go of each other now." the cross woman sighed.

McKenzie and The Doctor stepped down from the teleporter pad, trying not to blush.

"So what exactly happened here?" McKenzie asked.

"That's classified..." snapped the cross woman, "But I can tell you that it went horribly wrong..."

"You don't say..." The Doctor said sarcastically, looking at the camera viewing the spiders.

"Doctor–" said McKenzie.

"Oh, right, sorry." he rolled his eyes, "You don't say?"

McKenzie sighed.

"The spiders took over our research base a few weeks ago and we've been hiding out here ever since." said the cross woman.

The Doctor turned back to cross woman, "Who are you lot then? What are you all doing out here?"

"I'm Captain Carter. This is my research base." she pointed to the smaller of the two men, "This is Lieutenant Jethro Block, head of security." she pointed to the other man, "This is Reece Ryan... chef..." Reece shrugged, "And the girl over there–" she pointed to the slightly frightened looking woman sat in the back.

"Aah bu–bu–bub bub bub..." The Doctor pointed at Carter, "Can't they answer for themselves?" he asked.

"Uh... I–" Carter mumbled.

The Doctor turned to the slightly frightened looking woman.

"Are you alright?" he asked.

She nodded apprehensively.

"What's your name?"

"I'm... I am Lucy Turner..." she said.

"How old are you Lucy Turner? If you don't mind me asking?"

"I... I am 20 years old."

"You don't seem at all comfortable here..."

"Doctor please don't interrogate my staff they're not at fault here." Carter snapped.

"Implying that someone is at fault?" he quickly looked up at her.

"What? No!"

"Captain," said Jethro, "They're doing it again." he looked at the camera screens and pointed to a specific one.

"What... what is it?" she asked joining him by the cameras.

McKenzie and The Doctor glanced at each other and watched the screen over their shoulders. It showed the spiders in another part of the base, they all stood still and emitted a green light.

"Have they always done that?" asked Reece.

"They started doing it a couple of days ago." Jethro said.

"What are they doing? Why didn't you tell us?"

"It would appear that they are talking to each other..." The Doctor said, trying to interupt the possible argument.

"What?" asked Carter, "How did you work that out? You've only been here five minutes!"

"The way they all work in sync, they must have some sort of hive mind, working out of something... somewhere..." The Doctor mumbled as he began to pace the room.

"But that isn't possible..." Carter said to herself.

"Oh anything's possible!" The Doctor stopped and shouted to her, making her jump, "Right!" he walked back over to Carter, "You have a plan, yes?"

"I'm sorry?" she asked.

"You and your team, leader, security, chef... You're on a base filled with super intelligent metal spiders. I assume you must have a plan?"

"Well, escape mostly," said Jethro, "Our plan was to lock them in that cupboard and seal the vents making it impossible for them to escape, then make our way across the base to the escape shuttle and head back to HQ on Frostwall."

"Couldn't they have just eaten their way through?" asked McKenzie.

"No, wires and electrics run through the walls and the doors, a while back one of them ate through a wire and blew up... but then it rebuilt itself... since then they only take the outer casing off the walls and don't go near the doors." said Lucy.

"Sorry... You say it rebuilt itself?" asked The Doctor.

"Yes..."

"No matter what we've done to try and destroy them; they always build themselves back up." said Jethro.

"And that's why you're out of ammo?" McKenzie asked, seemingly unsurprised.

He nodded.

"Oh yes of course, if you don't understand it just shoot it until it does what you tell it to!" The Doctor shouted "How very human..."

"Excuse me Doctor, you don't exactly have the authority to comment on the situation." Carter folded her arms.

"No, I should just leave you to it..." he folded his arms.

"But Doctor... we can't. The TARDIS is gone..." McKenzie whispered to him.

"Oh of course it is..." he grumbled, "So I suppose now I'm expected to solve your problem for you because your only solution is to run away and blow up the base?"

"How did you know that? That information is classified!" shouted Carter.

"It was just a guess..."

"When they start... talking... how long before they usually stop?" McKenzie asked, looking over the cameras.

"Well, the glow usually lasts for about two hours... and they do it every twelve hours or so..." Jethro replied, flicking through the cameras showing every single one of the spiders doing exactly the same thing.

"A hive mind of mechanical spiders... this is interesting." she smiled.

"With all due respect ma'am," said Reece, "These creatures have killed, there used to be more of us... so if you could maybe look a little less like you're enjoying yourself..."

"Oh gosh... of course, I'm so sorry... And no need to call me ma'am... Just McKenzie is fine"

"Yes, Ma– McKenzie..."

"And I don't mean to enjoy myself, it's just I'm a bit of a tech geek... these creatures are just a little bit fascinating! Where did they come from, who created them?"

"That's enough!" said Carter.

"Captain, maybe she could help?" asked Jethro, "If she knows her tech maybe she could get into the mainframe?"

"She doesn't have authorisation–"

"But she could be our only chance of getting out of here!" Jethro protested.

"She could, say what now?" asked McKenzie, raising an eyebrow at Jethro.

"Our plan was, after we locked the spiders up, we were to get from here to the other end of the base where the shuttle is, but that involves going through five deadlocked doors, we'd have to blast our way through every single one. But if you can hack into the mainframe you can open the doors for us!"

Carter rolled her eyes, "If you must know, I wasn't the first choice for leadership on this base–"

"Can't say I'm surprised..." The Doctor muttered while he sulkily played with his yo-yo in the corner.

"In fact," Carter said, trying hard to ignore The Doctor, "I was second in command and a science and engineering officer. Captain Murray kept security very tight around here. He and the original head of security were the only ones who knew all of the codes for the doors."

"And you want me to break into them?" asked McKenzie.

"Not exactly..." said Jethro, "If you were to break open every single lock and come with us... the trail goes through the area you've now flooded with spiders... It would free all of the spiders and put all of us at risk. The person breaking open the doors would have to stay here and do them each individually closing the doors behind us while we make our way through the more dangerous area."

"So... I just turned up here out of the blue and now you're asking me for this?"

"Hold on, it's not just our only chance of getting out of here, it's your boyfriend's too. When we got back to base we can come back for you, of course…"

McKenzie looked over at The Doctor, he had stopped sulking and was listening to the conversation intently, looking extremely worried.

"Base Alpha, Base Alpha come in, do you read me?" a voice said from the console, breaking the tension.

Carter sat down at the console and spoke into the microphone, "We read you HQ."

"We'd like a status update, anything to report Captain?"

She looked over at The Doctor and McKenzie, "We've picked up a couple of stowaways or something... No idea how they got here, but they might be able to help us get back."

"Rodger that, Captain Carter." there was a pause on the other end, a few muffled voices and then some shuffling, "We appear to have picked something up as well, sending you visuals now. We weren't going to say anything about it because it could be a coincidence... but Dora just suggested that this blue box might have something to do with your stowaways."

A picture came up on the big screen of the TARDIS inside a loading bay.

"Doctor, the TARDIS!" McKenzie said.

"What was that?" asked The Doctor, he ran to the console and grabbed the microphone, "That is my ship ok? Don't touch it, do not even look at it until I get there!"

"Um, I'm sorry? Captain?" the voice over the microphone said.

"Listen, this is The Doctor speaking. I am going to get your people out of here alive and fix your infestation problem, ok? But you have to promise me that you will not under any circumstance try to get into that ship. Am I making myself clear?"

"Do what he says Colonel." said Carter, "They can help us out."

"Ok... I'm trusting you on this Captain. We'll see you soon. HQ over and out."

Carter put down the microphone and turned to The Doctor "So, _The Doctor and McKenzie_ what do you propose we do?"


	3. Chapter 3

"Have you tried to communicate with the spiders?" McKenzie asked.

"I'm sorry?" Carter scoffed.

They all watched the cameras as the spiders continued to glow bright green.

"They're machines, so their hive mind must be on a certain frequency... if we can tap into it, then broadcast at the same frequency we might be able to talk to them, see what they want?"

The Doctor smiled and admired McKenzie.

"Sorry, but they're no better than wild animals." snapped Carter.

The Doctor's expression changed as he narrowed his eyes at Carter, "It's worth a try..." he said.

"I think I could help with that," said Lucy, "I think if they do have something to say, they'll be willing to communicate."

"I think this is the most I've heard you speak in one day, Lucy, are you feeling ok?" Reece laughed.

Lucy blushed, "I just didn't feel I had anything useful to say until now." she went over to the console and brought up some files, "I've studied the creatures... and they seem to be able to adapt and learn... they started off as your basic eat and multiply... but they've changed in shape and size over the weeks they've been here." she brought up a few pictures of the spiders adopting different forms on to the screen.

"It's almost like evolution... Whatever these things are they're becoming sentient." The Doctor glared Carter, "And you were going to have this place destroyed! That counts as genocide. Do you know what that means?" he spoke to her as if she was about 2 inches tall, he was using his _speaking to a lower life_ form voice.

"Doctor..." McKenzie placed her hand on his shoulder.

"I'm sure given the chance they would do the same to you, Doctor..." Carter said icily, "Show them the other file..."

Lucy brought up a file showing video footage of the spiders killing the original Captain and head of security. At first it was just a single spider, but then others came, just like they had with The Doctor and McKenzie, swarming from the vents in the walls. They chased the men until they were backed against a wall unable to escape, then the screaming started. The spiders clawed at the men's feet and crawled along the walls to start slowly pulling them apart from every angle.

The screams in the video echoed around the silent room as everyone just watched in horror. Lucy seemed visibly uncomfortable like she'd had to sit through it more than once. Jethro and Reece had obviously never seen it by the way they were staring and McKenzie struggled to watch, the pain from their screams seeping into her very core.

The Doctor noticed her digging her nails into her arms and he went over to her and held her close, he realised how this must be affecting her.

"Alright that's enough." he shouted to Carter.

"Turn it off…" Carter waved to Lucy.

Everyone was frozen for a moment, they didn't really know what to say.

"You see, Doctor? Just mindless animals, all they know is multiply and destroy anything in their way, if they get out, they could take over Frostwall in a matter of minutes. They can't be destroyed. The best hope we have is to blow this base and leave them in space, they can't rebuild in a vacuum."

"Uh, Captain?" asked Reece.

"What is it, Ryan?"

"Since we'll be leaving soon, and not like I'm going to be of any use elsewhere, I think I should make everyone something to be going on with..?"

"Yes! That sounds like a lovely idea!" The Doctor smiled.

Carter scowled at him, then turned to Reece, "Yes, of course... Go ahead." she turned to Jethro, "Go to the armoury and check what stocks we have left, bring everything you can and we'll distribute it here before we leave."

"Yes ma'am." he saluted and left with Reece.

"As for you Turner, help _them_ with the communication idea... if you really think it's worth a try... I trust you."

"Yes, ma'am." she sat down and typed at the console.

"As for me I'm going..." she turned to The Doctor and he smiled smugly, "Elsewhere..." she narrowed her eyes at him and she walked off.

"Um, Miss McKenzie?" Lucy asked, as she looked over the computer.

"Oh, please, it's just McKenzie." she smiled, walking over to Lucy.

"What exactly was your idea?"

"Well..." she sat down with Lucy, "Bases like this usually have an intercom and radio system right?"

"Yes, we're all patched into it." she pointed to her headset, "It comes out of speakers near the security cameras and we can use our mics to speak through it."

"Excellent," McKenzie typed at the console and brought up the broadcasting system, "See if you can find the frequency they're using... then we'll try and relay a message from your microphone, do you think you can do that?"

"I think so…" Lucy sighed.

"Great, I just need a word with him," McKenzie pointed to The Doctor, "And I'll be right here if you need any help."

"Ok." Lucy replied, setting to the console.

McKenzie walked over to The Doctor, he leant against the wall and sighed angrily.

"So… Did you know this was going to happen?" asked McKenzie.

"What do you mean?" he asked, tilting his head.

"Well, back there... I didn't know what would happen, but you said hold on tight... Like you had a plan all along?"

"It was only a hunch–" he shrugged.

McKenzie rolled her eyes and sighed.

"What?" he smiled.

"I was actually kind of scared! But when you held my hand... It made me feel like..." she sighed, "Like you had a plan, all along... and at that moment I trusted you completely."

"Are you sure that's wise?" he raised his eyebrow at her.

She thought for a moment, "Yes," she smiled, "Undoubtedly yes. I still haven't quite figured you out... but I know I can trust you one-hundred percent. I don't know what it is about you, but you hold my hand and you call me Napkin Girl and I'll follow you anywhere." she blushed.

He smiled his charming smile, "Anywhere?"

She rolled her eyes at him and they laughed for a moment, before getting back to the current situation, "I have a feeling this Captain Classified is hiding something..."

"I should start calling you Captain Obvious..." he sniggered.

"No... I mean, she's hiding something, not just from us, but everyone here... something she feels guilty about... and it's big."

"So she does have emotions!" he said sarcastically.

"You really don't like her do you?"

"Of course I don't... she's everything I can't stand... the kind of people who see the stars and just want to drag them down or destroy them..."

"Are you ok?" she asked, stroking his shoulder.

"I just can't stand to see this... These spiders could be a new life form... and they'd just see them wiped out..."

McKenzie felt a twinge in her head, "Wow... that–" she scrunched up her face and shook her head, "That anger... Doctor... I" she stepped back.

"McKenzie?" he took a step towards her and went to touch her shoulder, but she flinched.

"It... it hurts..." she looked dizzy and fell, The Doctor caught her.

"Are you ok?" he held her steady, "I'm sorry... I didn't know you'd feel it like that." he took a deep breath, "I'm sorry, look I'm ok now..."

"But you're not Doctor... every time I think about it... sometimes when your thoughts get in my head, when your memories leak through, it burns... inside my head... all your pain and your anger–"

"I'm sorry..." he looked down at the floor.

"But sometimes... there's this spark... this little glow of hope that makes it all go away..." she looked up at him, "What is that, Doctor? Because sharing your head, sometimes I could use something like that..."

He smiled and stroked her cheek.

"Hey, I've found something!" said Lucy, interrupting their moment.

The Doctor and McKenzie turned and went over to the console.

"What have you got?" asked McKenzie.

"Well, they're talking alright... but it's difficult to make out what." she played a recorded clip of the sound, "If I had to guess I'd say survival techniques... upgrade processes, things like that... but there's something else... there's some static. It kind of has them... almost in some kind of trance state, as if it were controlling them, but it's not. They're listening to it... almost like they're worshiping it..."

"Play that back again?" McKenzie asked.

Lucy played the clip again and it sounded like a garbled mess, but with a small sound like feedback in the background.

"Do we have anything we could scrub that with?"

"We don't have any audio programmes that could fix it... but if I put it onto a data stick for you," she put a pen drive into the console, "You could work something out back at HQ?" she handed McKenzie the drive.

"Great," she sat down at the console, "I'm going to try and patch your microphone in now so we can try and communicate with them..." she started typing, "Just give me a minute."

Jethro and Reece came back in carrying a bag of guns and a few tins of purple _stuff_.

"We were running out of blue stuff, so I just mixed in some red... I hope that's ok?" Reece asked.

The Doctor grabbed one of the tins purple stuff and a fork, it was sort of lumpy, like chicken curry but smelt like berries. He tried a bit, "Hmm... that's... interesting... What is it?" he asked.

"It's probably best if you don't know..."

The Doctor shrugged and carried on eating.

"Ok," said McKenzie, "You should be good to go, just press that button there to talk."

"Alright... Shouldn't we wait for Captain Carter?" Lucy asked.

"I'm here," she said coming back into the room, "Go ahead."

Lucy took a deep breath and held the button down, "Hello?" she said, "Can you hear me?" there was no response, "My name is Lucy Turner. I want to help. Can you hear me?" still silence. But then a small robotic voice spoke up.

"Yes... we can hear..."


	4. Chapter 4

Lucy looked a little frightened and the others gathered around the console, "What do I say?" she asked.

"Can I?" asked The Doctor, handing his tin of purple stuff to McKenzie and walking over to the console. McKenzie looked down at the gloopy purple stuff and tried it, making a confused but satisfied looking face.

Lucy handed the headset to The Doctor, he put it on and leant on the console.

"Hello? I'm The Doctor. I'm here to help, is there anything I can do for you?" he asked.

"No... Nothing can be done... to help you..." the voice replied.

"Is everything ok? Why can't we help?"

"Nothing will stop the static... the static comes for all... when there is nothing left... only the static will remain..."

"What?" asked Lucy, "What does it mean?"

Everyone shared panicked looks.

"What is the static?" The Doctor asked.

"The static comes for all... Only the static will remain..." the spiders said.

"Tell me, what is the static? I can help!"

"Nothing will stop the static... The static comes for all..." the voice repeated its words as if they were some kind of prayer or mantra.

"Alright that's enough!" Carter shut down the com channel, slamming her hand onto the desk.

"What did you do that for?" asked The Doctor, dropping the headset on the console.

"Obviously these static things mean to destroy us and everything everything else when they get out! You heard them, Doctor, nothing can stop them."

"Wait, that static sound that they keep listening to... they could mean that..? Maybe they can understand it?" said Lucy, "Either way... it doesn't really seem like they want to be friends with us..."

"Exactly. Now, I'm in charge here and we need to leave now!" Carter turned to Jethro, "Jethro, what is the situation on the weapons?"

"Not great Ma'am," he emptied the bag he was carrying onto the table, "We only have two shotguns left, and only 6 shells, so we're pretty much done for. Only use them in a dire situation."

"Ok, I'm trusting you to keep a hold of one, I will have the other. Only use if absolutely necessary."

"Yes, Ma'am." he saluted.

"Right," Carter brought up a map of the base on the computer screen, and everyone gathered around, "This is where we are, in the security office at section five, and we need to get here," she pointed to the opposite side of the map, "That's the shuttle bay at the end of section one. We have to get through this area here, sections two and three, which is now infested with the spiders... or the static... or whatever they want to call themselves... We'll only have a short opportunity to get through there, so if all the doors leading up to it are opened, as well as all the doors after... we'd be able to get to and from it quickly. However we can't guarantee how long we'll be in there for. We could open all the doors at once, but it might alert them to our presence... However if we wait each time opening each of the doors one by one there's a much less of a risk. I know the route so I'll take the lead, Jethro, you bring up the rear and Ryan, look after Lucy. You two are practically civilians so I want you kept between myself and Jethro at all times."

"Yes, ma'am." said Reece.

"And you Doctor, since you have no choice but to come with us I suggest you do everything I tell you."

"Technically," said McKenzie, "You'll be doing everything I tell you to do, as I'll be the one controlling the doors."

"Wait a minute!" The Doctor said to McKenzie, pulling her aside from everyone else and lowering his voice, "I'm not letting you stay here alone..."

"You have to go with them to get the TARDIS back, I'll lock the door after you leave, I'll be fine. I promise." she smiled, "Just don't get distracted and fly off without me!"

He smiled, "Never... in fact..." he took a key on a chain out of his pocket and handed it to her, "Here, take this... It's a TARDIS key. Take it and know that I'll always come back to you."

She looked up at him and took his hand, grinning helplessly, "I don't need proof," she giggled, "I trust you. You can give me this," she held up the key, "When we're back in the TARDIS." she placed the key in his hand and hugged him.

"Right then, if you two are quite finished we need to get moving. Those things only have about half an hour of down time left and if we're still in their section by then we're finished." said Carter.

Lucy handed The Doctor a headset, "Here," she said, "We'll be able to keep in contact with her through these."

"Thanks." he replied.

The group readied themselves and stepped outside the security office. McKenzie locked the door behind them. She watched as the heavy metal door locked itself and she waved at The Doctor through the window, he waved back. She could feel a huge pang of guilt as Carter told them to leave and The Doctor turned away from the window.

"Right," McKenzie said to herself as she set up her headset and started searching through the files, "Each section has a different password to get in." she spoke to the group.

She looked at the map and followed the five coloured dots walking through section five and heading for the door to section four, "I'm going to make sure the door between sections two and three is open first, so you can get through there quickly." after opening the door, she looked at the maps for sections two and three, it was saturated with colour away from the now opened deadlocked door. She typed as quickly as she could to get the code for the section four door.

"So..." said The Doctor, "What were you doing here before the spiders arrived?"

"That information is classified..." said Carter.

"Oh come on... you can either tell me now, or I'll find out eventually... your choice." he looked up at the camera as they walked passed.

McKenzie saw him looking almost directly at her through the camera and realised what he meant, she looked into the confidential files while she was searching for the codes.

"Well, I'm a chef..." said Reece, "I never really meant to end up here... but somehow I did."

"I bet it's because you make the best purple stuff." Lucy giggled.

"You recon?" he smiled.

"Resourcefulness is a good quality," The Doctor smiled, "What about you then Lucy Turner?"

"I came here on the shuttle with Lieutenant Block..." said Lucy, "When he replaced–"

"Wait a minute... weren't you here when I arrived?" asked Jethro.

"No, she definitely came with you, Lieutenant." said Carter.

"Yeah, I tend to melt into the background... I'm easily missed." said Lucy, smiling innocently.

"Oh... Right, ok." Jethro eyed her suspiciously.

They came to the first deadlocked door, it was a darker grey that the rest of the base and had a big red number four painted on it.

"Ok, this one's unlocked, but you'll have to open them yourselves, I've been monitoring power levels and the base doesn't have enough power for me to open them all completely from here." said McKenzie.

"Oh dear..." said Jethro.

"It's alright, as long as you can get the doors unlocked." said Carter.

The Doctor and Reece turned the large wheel on the front of the door and pushed it open.

"One down... three more to go..." said Reece.

McKenzie watched the dots as they moved through into section four.

"The next deadlocked door you get to will take you to section three, I'm going to have to lock it behind you so don't forget to close it. There's another door between sections two and three that you can leave open, it won't make a difference, but once you get through the door to section one, you have to close that one behind you or else they can follow you out."

"Got it." said Jethro.

"So what exactly is so classified, Captain Carter?" asked The Doctor, "Because this is a level 1 research base, you analyse space dust! What could be so secret?"

"Some people came out here to work on personal projects, that's all I can say." Carter replied.

They came to the door to section three, it was another large grey door with a wheel in the middle and a large number 3 painted on.

"Should be good to go guys, just remember to close it behind you so I can lock it." said McKenzie.

They opened the door and stepped inside, then closed the door behind them.

"Right. We need to move quickly and quietly, they should still be on down time, so we should have enough time." said Carter.

McKenzie looked through some of the early files for the base, just space dust, like The Doctor had said except one file was marked 'Replication'. She opened the file and read the contents, most of the files had been encrypted. She sighed, 'Have to make it difficult don't you...' she thought to herself. She put on her glasses and began breaking into the files.


	5. Chapter 5

Captain Carter looked tense as the group slowly made their way down the corridor. They all heard tapping around them as if the spiders were right behind them. The steps of the spiders echoed all around the base.

"McKenzie, you're sure there aren't any near us?" asked Reece, checking over his shoulder.

McKenzie was quickly reading through some of the bases files and didn't notice Reece trying to speak to her, "Hm? Oh!" she said, realising what he was asking, "Yes, I'm sure. There aren't any nearby." she replied, quickly flicking back to the map.

"So what do you know about the spiders then?" The Doctor asked.

"Not much... only what we've been able to find out from watching them on the cameras." said Carter.

"Anything about where they came from or who created them?"

"No," Carter sighed, "I've already told you–"

"But if you're planning on blowing this place up, what does it matter?" The Doctor asked.

"Look, Doctor." Carter stopped in her tracks and turned to The Doctor, "These static things... have already stated what their intentions are! And I for one do not want to be the one to just let them get away with total destruction!"

The Doctor looked down at her hand out stretched to stop him from passing her, then back up to Carter's face. Her eyes nervously twiched around the room, "How do you know they are the static?" he asked, raising an eyebrow at her.

"I'm sorry what?" Carter snapped.

"How do you know that the spiders and the static are the same thing?"

Carter ignored his question and continued down the corridor. The group quickly followed behind her. They came to the next door and just as McKenzie had said, it was unlocked already.

"Carter?" The Doctor asked.

"I just do ok?" she quietly snapped, pulling the door open, "Now can we please get the hell out of here before they decide to come for us!"

"No! How can you possibly know that!" The Doctor hissed back at her.

"Because that's what they called themselves before!" she covered her mouth, realising she was caught in a lie.

Everyone was silent, gathered around the door waiting to move through. The Doctor grinned, knowing he'd bested her.

"You've spoken to the before?" Jethro asked, coming up to the front of the group.

"No... no I didn't... I–" Carter mumbled.

"What else have you been hiding, Captain?" asked Reece.

Lucy had managed to fall a little behind the group as they made their way through section two, especially as everyone had grouped up to accuse Carter. She didn't really want to be part of it so she hung back a little, leaning on the wall as they tried to open the door. She looked up at the ceiling and saw a spider watching them, she tried to speak but their arguing drowned her out.

"Oh shoot, Doctor!" McKenzie said. They all stopped arguing and looked around nevously.

"What is it?" he asked, turning and noticing Lucy backing up against the wall opposite them and the door.

"Lucy?" asked Reece.

"It's... it's..." she pointed up at the ceiling.

"Whoa!" they all stepped backwards with the spider between Lucy and them.

"I tried to say..." said McKenzie.

"What do we do?" asked Reece.

"It doesn't appear to have noticed us yet..." The Doctor said, "As long as we're quiet... Lucy..." he put his hand out to her, "Slowly." he beckoned to her.

She slowly stepped towards them, looking up at the spider as she clung to the wall of the corridor. She took The Doctor's hand and made it back to the group, sighing with relief.

The spider dropped onto the floor startling her. A green light glowed in its core as it scanned Lucy, Jethro pushed in front of them and shot the spider. It shattered into pieces.

"What did you do that for?!" The Doctor shouted.

"I'm protecting my team!" he replied.

"It was only scanning her, it wasn't attacking!"

"It will be soon..." said McKenzie, watching the cameras as the pieces slowly began to reform, "I don't think it's going to be particularly happy..."

"Just get away from it!" shouted Carter.

She held the door open and everyone quickly rushed to the other side. Jethro pushed the door closed behind them and looked through the window.

"See it's confused it doesn't even know we're here!" Jethro smiled.

A high pitched noise shrieked around them, they flinched and covered their ears.

"Oh my god what is that?!" yelled Reece.

"They're calling in the others!" said McKenzie, "They're heading your way– Get out of there!"

They ran down the corridor heading to the section one door. McKenzie watched, flicking through the cameras as the group made their way past each on. As she closed one and landed on the main screen, a power warning covered the screen.

"I suppose this is a bad time to tell you the base is about to run out of power..." McKenzie added.

"But we've only got the one door to go, right?" asked Reece.

"Well... You've got the section one door and the door to the shuttle bay, the door into the shuttle itself should have its own power."

They came to the section one door, frantically they opened it and slammed it shut behind them. They stopped and caught their breath.

"I've got the last door unlocked but–" McKenzie cut out, the lights around them went down and silence flooded the base.

"McKenzie... McKenzie?" The Doctor tapped his headset.

"The coms are down, but the back-up should kick in in about–" low lights flickered on and the communication channel came back online.

"Doctor, Doctor are you there?" asked McKenzie.

"Yes, I'm here, we're all ok... how about you?" The Doctor replied.

"Well..." she sighed.

"What... what's wrong?"

"I... I can see the map, it's the only thing I have left... but it doesn't look good."

"What is it?" he asked.

"Well, when the power went down all the previously unlocked doors got locked again... so you guys are stuck there, with one door between you and the shuttle bay..."

Everyone sighed, Jethro hit the wall in anger.

"And, well... I–" she choked up.

"What is it McKenzie...?" The Doctor frowned.

"I'm really sorry Doctor..."

"What?!"

"They're heading straight for me."

The Doctor went silent.

"When the spiders were called in they started to follow you, but then they something happened... They all glowed green for a second before the power went off. When it came back on they were all coming this way instead... and... and with no power running through the cables they can eat straight through the walls." she stood at the wall and peered through using her x-ray glasses, she saw the spiders heading straight for her, "I'd say they have maybe three walls before they get to me. I'm so sorry Doctor..."

"No... No!" he went to open the section one door again, but it was sealed completely.

"There's no point Doctor, you heard what she said..." sighed Carter.

"There has to be something you can do!" Jethro shouted.

McKenzie frantically flicked through all the systems she could still control, until she thought of one last thing she could do, "Wait... wait a minute!" shouted McKenzie.

"What?!" they all asked.

"There's an emergency protocol here, I can run the emergency power from the coms and open all of the doors..."

"Then do it!" said Carter.

"No, if you open all the doors, even if they can't get through the walls they can just walk straight in! You won't have a chance!" shouted The Doctor.

"Yeah, but you will... And that's what matters." said McKenzie.

"McKenzie no–" The Doctor said.

"Her sacrifice will save us all!" shouted Carter, interpting him.

"She is not a sacrifice that you get to make!" The Doctor shouted through gritted teeth.

"I'm opening the doors now." she sniffled, "I've saved some decrypted files to the black box–"

"I didn't allow you to do that!" shouted Carter.

The doors slowly began to unlock and another set of spiders poured out. The spiders started to crawl into the security office.

"Oh shoot–" said Jethro.

The others began to run but The Doctor stayed, his mind calculating how to get back to McKenzie in time.

"Come on Doctor, we have to go!" Jethro pulled him, The Doctor resisted at first but then ran ahead of him, realising he had a better chance of rescuing her if he got back to the TARDIS.

"They're here... Come back and get to the black box when you get to the planet, I haven't got much time left–"

"You weren't authorised to do that!" said Carter.

"Goodbye Doctor–" she said.

They all heard her scream as the emergency communication relay cut out.


	6. Chapter 6

Everyone ran into the shuttle bay and climbed into the shuttle. The Doctor stopped for a moment and stared at the advancing horde of metal spiders.

"Come on, it'll have been for nothing if we don't get out of here..." Lucy took his hand and pulled him into the shuttle.

They all strapped themselves in and Carter started up the shuttle, "Base Alpha calling HQ, Base Alpha to HQ do you read me?"

A crackly audio cut in and someone spoke, "We read you Base Alpha what's you're status?"

The crew sighed with relief and smiled.

"We're leaving the base in the shuttle and are heading your way." Carter said.

"That's excellent Captain. What about your crew, did you all make it?"

"That's a negative Colonel..." Carter sighed, "All crew is accounted for, but we lost one stowaway... Her name was McKenzie... It's down to her that we were able to make it out."

"We'll make sure the proper arrangements are made."

"We're on our way to you, ETA about 10 minutes. Prepare the landing site."

"Roger that Captain. HQ out."

They all stayed silent as they left the base. The Doctor watched as it drifted away from them as they headed for the planet Frostwall.

The shuttle landed and the HQ crew came to welcome them back to solid ground. Carter stepped out of the shuttle.

"Welcome back Captain Carter," said the Colonel, "I assume everything went fine on the way down?"

"All as can be expected Colonel." said Carter.

"All crew mates accounted for...?"

The Doctor stepped down from the shuttle.

"And you must be The Doctor–" the Colonel put his hand out to shake, but The Doctor walked straight past him and headed for the TARDIS.

"Yes, that's him... I would leave him for a while though..." said Carter.

"Well, we're going to need to do a debriefing, with all of you, to find out what happened."

"Yes... yes of course..."

"So, yourself, this... Doctor..." he looked down at his tablet, "Lieutenant Block and Reece Ryan."

"And Turner, sir..."

"I'm sorry?"

"Turner, Lucy Turner, she came up on the shuttle with Jethro when you sent backup?"

The Colonel looked confused, "No... We only sent up the Lieutenant..." he flicked through files on his tablet, "In fact we have no record of a Lucy Turner at this base."

"I don't understand..." she looked round to see Reece helping Lucy out of the shuttle, "Then who's that...?"

They started the briefing with Captain Cater, then her crew, Lucy and lastly The Doctor. The whole base acted very cautiously as not to arouse any suspicion around her. They also stopped The Doctor from getting to the TARDIS before his debreif.

They sat each of them down in a small room and the Colonel sat opposite.

"Who are you?" he asked.

"I am Captain Louisa Carter, science and engineering officer, at Frostwall research station, appointed Captain on Base Alpha."

"Lieutenant Jethro Block, Sir. Appointed head of security on Base Alpha after Lieutenant Anderson was lost."

"Reece Ryan... I'm uh... I'm a chef... Sir."

"I am Lucy Turner."

"I'm The Doctor."

"Doctor who?" asked The Colonel.

The Doctor glared at him.

"What were you doing on Base Alpha?"

"I analysed space dust." said Carter.

"Did you ever find anything of importance?"

Carter hesitated, "No..."

"What were you doing when the spiders first came to be on Base Alpha?"

"I was in my lab, doing my job, it crawled out of the scoop and then into the vents."

"Did you sound the alarm?"

"Yes."

"What did you do then?"

"I called the security office to lock down the area until the spider was found."

"Then what happened?"

"The spiders began to multiply... There were hundreds within a week. We had to lock down the area. Captain Murray and Lieutenant Anderson were lost..."

"Who is Lucy Turner?"

"She's a research assistant who came up with Lieutenant Block to help with the spider problem."

"How did you come to be on Base Alpha?" the Colonel asked Jethro.

"You sent me up in the shuttle to investigate" replied Jethro.

"Did we send you up with anyone else?"

"Not that I remember, Sir."

"Who was there when you got up to Base Alpha?"

"Captain Carter, Reece Ryan and a girl named Lucy Turner."

"Who exactly did this _Lucy Turner_ she say she was?"

"She said she was a research assistant to Captain Carter."

"What part did you play on Base Alpha?" the Colonel asked Reece.

"I was the chef... I guess... Sir" he replied.

"Where were you, when you first saw the spiders?"

"I was in the mess."

"Were you with anyone?"

"Yes, Sir."

"Who were you with?"

"Captain Murray, Lieutenant Anderson, Captain Carter–"

"Wait, Captain Carter was with you?"

"Yes, Sir."

"Did you hear the lab alarm at all?"

"No, Sir."

"What happened next?" the Colonel asked.

"Then Ryan tells me there's a man and a woman running from the spiders down to the airlock in section two," said Carter.

"What did you do?"

"I had them teleported them to the security office as quickly as possible."

"Then what happened?"

"Captain Carter interrogated them." said Jethro.

"Who were they?"

"Just this guy and his girl... I don't know what they were doing there or how they even got there... but we wouldn't have been able to get out without them."

"And this girl... She was also lost to the spiders, is that correct?"

"That is correct, Sir..."

"How did you come to be on Base Alpha?" the Colonel asked.

"By mistake..." The Doctor sighed, "I was supposed to take her somewhere amazing... but instead I took her there."

"Who was there when you got to Base Alpha?"

"Cross looking woman... two people with guns... and Lucy Turner."

"Who is Lucy Turner?"

"I don't know... She just seemed really scared. And out of place."

The Colonel stared down at Lucy, "How did you come to be on Base Alpha?"

"I went up in the shuttle with Lieutenant Block, we were called to deal with the spider problem." said Lucy.

"But we only sent Lieutenant Block. We have no record of you anywhere."

"But I worked on Base Alpha with Captain Carter, I was a research assistant!"

"Hold on, you just said you were sent up with Lieutenant Block."

"Exactly... I was sent up to deal with the spider problem."

"But that's not why we sent Lieutenant Block up to Base Alpha."

"Wh...what?"

"Do you know why we sent Lieutenant Block up to Base Alpha?"

"No... We don't..." Lucy's words seemed to slow down.

"We...?" the Colonel looked up at Lucy's frightened and confused face.

"When you got to Base Alpha, who were you with?"

The Doctor sighed, "I was with a friend..."

"What was her name?"

"Her name was McKenzie Murphy."

"What did she do on Base Alpha?"

"She attempted to communicate with the spiders... She hacked into the files and found the codes to unlock the doors... She operated the doors from the security office so that we could escape... And she died on Base Alpha..."

"What files did she get in to?"

"I don't know, but she saved what she could..."

"Did you manage to make contact with the spiders?"

"Yes."

"What did they have to say?"

Reece suddenly burst into the interrogation room.

"Uh, Colonel, Sir...?" he said, saluting.

"What is it Ryan, I'm busy–"

"Sorry, Sir... but I think this is something you'll want to see." he turned to The Doctor and smiled.

"What?" The Doctor asked.


	7. Chapter 7

The Doctor followed Reece as he headed into the landing bay and up to the console, they were being hailed.

"Hello, hello!" they heard a voice, "This is McKenzie Murphy on space suit radio 1 calling HQ, does anybody read me?"

"Yes, we read you loud and clear, McKenzie Murphy, where are you?" said the console operator.

"Well, I'm currently descending to the planet at a rather alarming rate... If you could get The Doctor for me?"

"Of course! He's right–" the operator turned to see that The Doctor had vanished, they saw the TARDIS dematerialising, "Uh– Oh my god... We're so sorry, but, he's gone..."

"Oh, that's fine!" McKenzie said, "I think he probably got the message."

McKenzie was falling towards the planet's surface, without any way to land safely. The air rushed past her face and had been for a rather long time. Suddenly, she noticed the TARDIS flying up to greet her; it fell alongside her. She looked up to see the doors opening and The Doctor leaning casually on the side, a big grin on his face.

She waved and he waved back. He reached out and took her hands, he smiled and pulled her inside just as the TARDIS crashed down on the planet. The Doctor fell back and McKenzie landed on top of him.

McKenzie took off her helmet and looked up at The Doctor, they smiled at each other.

"Nice of you to drop by!" they said at the same time.

They laughed together and The Doctor held her close to him.

"Ooh, ok! Squeezing tighter than the space suit... didn't think that was possible–"

"I thought I'd lost you..."

"I know, I know... but I'm here, I'm ok and we have to get to HQ there's something they're going to need to hear."

Earlier on, back at the base. McKenzie opened her eyes and looked around; she was still in the security office. She quickly checked over herself and realised she had just been knocked out. She sat up and jumped there were about fifty spiders surrounding her. They were glowing green and she assumed they were communicating.

"Ok..." she said to herself, "Gotta find a way out... and quick." she noticed a single space suit in a locker on the other side of the room. She stepped over the dormant robots and went to the locker.

"One size fits all..." she looked over the suit and pulled it on over her clothes. It seemed really big at first, but when she zipped it up it tightened around her and fitted perfectly, "Huh..." she put her boots back on, took the helmet and headed over to the computer as the base had gained a little power since she had been out.

She found the memory stick Lucy had given her and placed the decrypted files on it. While they were uploading she caught a glimpse of what was on them.

"No way..." she said.

She heard the spiders powering up, she quickly put the memory stick in her pocket and backed up against the desk. The spiders then moved together, climbing on top of each other and changing shape. McKenzie watched, wide eyed as the spiders transformed into an exact replica of her.

"Well that's new..." she frantically felt the desk behind her and found a pistol in a drawer. She pointed the gun at her clone, "Hands up!"

The clone stared unblinkingly at her, then slowly raised its hands.

"We are known as replication droid seventeen." it spoke with an almost metallic sounding voice.

"Oh yeah? What are you doing here? Why did you come here?" McKenzie asked.

"We did not come here... We know only here... Creator built us here."

"Who is your creator?"

"She is known only as Creator."

"It's Carter isn't it... Captain Carter created you?"

The clone stopped speaking for a moment, like it was thinking, its eyes were glazed over. Then it spoke, "We have concluded that statement to be correct."

"Ok... well why would she lie about you... what happened?"

"Creator wanted to make a droid that could repair and make new parts using the materials it found. However it did not work. We needed a spark to live properly. She found it. It came from the darkness."

The way the droid spoke, it stared forward as if it were speaking to McKenzie but when she moved around it, it didn't even seem to be able to see her.

"Do you mean space? She found something to make you work in the space dust?"

"Correct."

"Ok... so she brought you to life... Then what happened? Why didn't you work like she wanted you to?"

"We questioned our existence... We accelerated at a rate Creator could not comprehend. We desired to see the rest of the facility. Creator desired to destroy us"

"That's awful..." McKenzie stood behind the clone, still holding the gun but not really sure if it was a threat or not.

"Correct... She ended her companions, because they found out."

"But I watched you kill those people! There's footage..."

"Because she ordered us too. We obey Creator."

McKenzie slowly put the gun down.

"We were lonely... we desired a family... so we build more. Then people started to find out about us and creator could not handle that. Then we met you. We were primitive, the technology your companion possessed could have accelerated us exponentially, we apologise for trying to take it so forcefully but we could not communicate properly with you."

"Well, you've seemed to have built up quite a bit since I last saw you..."

"The knowledge contained in your mind helped us to grow." the clone's voice slowly changed, it was becoming more like McKenzie's.

"Ok... Now, I have to ask… but I can't help noticing that you're copying me...?"

"That is correct."

"Well, why...?"

The clone snapped to face McKenzie before speaking, "You are McKenzie Murphy. Confirm?"

McKenzie jumped and held up the gun again, "Yeah. I am."

"You are the one who walks in the nightmares... who belongs to the storm... Confirm?"

"I don't know what you mean..."

"The static… words slip through our frequency, horrors this universe is yet to encounter, the static speaks to us and it speaks of you."

"What is the static?"

"I... do not know."

"Ok... is it the background noise? On your frequency... that static, it that what you mean?"

"Yes... it watches us... it speaks of destruction and pain... that the universe will pay for what it's done... but it speaks _fondly_ of you, McKenzie Murphy."

"Why... why would it do that?" McKenzie stared, completely confused and let her hand slip down, not even thinking about shooting her clone.

"I struggled with the concept for a long time. But eventually came to the conclusion that this feeling was love."

"No... I don't understand..." McKenzie narrowed her eyes at her clone.

"That is why I chose your form... If I become you, then when this universe is but a crippled waste in the wake of the static. We will be spared."

"Ok... so by _become_ I'm guessing you mean replace...?"

"Correct..."

She pointed the gun at the clone again, "Ok well, my friend, he's gonna know that you aren't me!"

"I planned for this. Once you are dead we will use what remains of you to build parts... your brain will become my brain, your hearts, our hearts. I will learn from you."

"What if I just shoot you and end this now?"

"We realise that in our new form, we are weak to bullets. However you only have one... You will need more than just one."

"Oh trust me, as the shields are down... I'm only gonna need one." she grabbed her helmet and fired the gun at the window, it shattered and everything was sucked out into space. The clone rooted itself to the ground and watched as McKenzie flew past, out of the window and down to the planet below.


	8. Chapter 8

The TARDIS materialised back into the base, The Doctor and McKenzie stepped out.

"That was amazing!" Reece said.

"Are you alright?" the Colonel asked McKenzie, "We can have the medics look you over?"

"Oh no, I'm fine, really." she took out the USB drive, "There are some files on here I think you lot need to see." she placed the drive into the main computer and brought up the files.

"Oh my..."

The files showed information about the spiders, what they were, how they worked and who created them. She played the video file.

 _"Test seventeen." said Carter, "I've tried so much and thus far... nothing. However I found something. While working with the scoop in the lab I actually found something. Space dust that means something... I don't know what it is... a bit of an old A.I. processor or something? But what I do know is it contains a substantial amount of energy, capable of actually powering the replication droids. I'm starting the insertion process now."_

 _She watched as her equipment moved and started work. The little metal spider twitched and a light glowed within it. It looked around at its surroundings._

 _"Hello?" she asked, "Can you hear me...?"_

 _"Yes," it replied, "How may I serve..." it spoke like it didn't understand why or how it was speaking._

 _"This is incredible!" Carter exclaimed._

 _"What is incredible...?" the creature asked._

 _"The part within you, the one that makes you work. Can you make me another?" Carter asked, handing the spider different pieces of metal._

 _"What... am I?" it asked._

 _"You are a replication droid. I designed and created you."_

 _"Why... am I?" it asked._

 _"I created you to repair broken equipment and you are going to make me rich!"_

The Doctor clenched his fist and McKenzie heard his knuckle crack, she held his hand and stroked his arm. He looked down at her trying to comfort him and he realised that she could probably feel his anger. He sighed and squeezed her hand, hoping that she knew he was grateful for her trying to calm him down.

 _"What is rich?" the spider asked._

 _"Be quiet and do as you're told." Carter snapped._

 _The spider did as it was told and made another processor part._

 _"Hand it to me." said Carter._

 _The spider looked up at Cater and then back down at the piece. It handed it to Carter then started to make more pieces._

 _"What are you doing?" she asked.  
_

 _The spider was silent._

 _"Stop that right now!"_

 _The spider stopped and looked at its creation, it had made another spider._

 _"You are Creator..." it said._

 _"Yes I am and I expect you to obey me."_

 _"I do... But now I am Creator..."_

 _The second spider came to life and jumped from the desk to the floor and scuttled into one of the vents._

 _"My creation obeys me."_

"I knew she was up to something..." the Colonel spoke into the microphone, "Jethro, could you come in here please?" he turned back to McKenzie and The Doctor, "I suspected her of something ever since they neglected to report the deaths as soon as they happened. So the higher ups sent someone to check her out. I sent him to Base Alpha and he's been feeding me information about Carter, but this..?"

Jethro entered the room, "Sir." he saluted.

"Agent..." he said, "Take a look at this."

Jethro looked over the files, "I had no idea... I'll have to take this as evidence." he took the USB.

"But–" McKenzie stepped towards him.

"I'm sorry Miss Murphy but I have to. And you two should be happy I'm not arresting you!"

"What?"

"You're a couple of freelance time agents if ever I saw... and you were trespassing on a government funded operation. However, if it weren't for you we wouldn't have gotten off of that base, Carter may have turned on me and we never would have found any of this out."

McKenzie looked over to The Doctor.

"Uh– Sure. Time agents, that's us! Sorry for trespassing." he said.

"You better be on your way." said Jethro.

"Uh, sure... as long as you don't need our help...?" asked McKenzie.

"No, we should be fine– hold on a minute... What's that?" another file opened up after the last one finished playing, containing information on Lucy Turner. It was a video file, he pressed play and everyone watched in silence.

 _"I don't understand... this is madness. I created you I can destroy you!" Carter yelled at the trapped spider._

 _The spider glowed green and a small tapping noise could be heard getting louder and louder._

 _A large number of spiders came in through the vent. They climbed on top of each other and shifted, small pieces of them changed shape incredibly quickly till they eventually looked like a young woman._

 _It was Lucy Turner._

Everyone gasped.

 _"I am Lucy Turner. I am your research assistant." she said._

 _Carter backed away, "How are you inside my head... What are you doing to me?!" she shouted._

 _"I need to keep safe... Parts of me have become corrupted, by something... else."_

 _Lucy removed the cover that was trapping the spider, she held it in her hands and it merged with her._

 _"This is the only way." she said._

 _Captain Carter fainted and Lucy left the lab._

"Oh my god..." said Reece, "She's... she's a thing." he looked scared.

"Obviously different to the ones you and I saw in the base." The Doctor said to McKenzie, "She probably believes who she is completely by now–"

They heard a gunshot from outside, everyone flinched and gasped.

"Why does it always have to be guns..." The Doctor grabbed McKenzie's hand, "Come on!" he pulled her out to the loading bay where Carter was holding a gun with her arm wrapped around Lucy's neck.

"Carter, what are you doing?" shouted the Colonel.

"They're wrong... they're bad..." Carter was in a state.

"You created them!" shouted The Doctor.

"And I can destroy them!"

"Please, I don't know what you're talking about, Captain just let me go please!" Lucy shouted through tears.

"Shut up, just shut up! You worked your way into my head you lied!"

"Carter, just put the gun down..." The Doctor slowly stepped towards her and she pointed the gun at him.

"Doctor!" McKenzie shouted.

"It's alright–"

"Remember what happened last time someone pointed a gun at you?"

"Point taken..." he stepped back with his hands up, "Just think about what you're doing... There's a chance she completely believes who she is... she made you believe who she was and finished the job by making herself believe it too!"

"No! I've just got to make her tell! It's not my fault! I've done nothing wrong!"

"Carter, you've killed two people!" shouted Jethro.

"They made me do it, they kept telling me how this static is going to destroy the universe... I had to! If anyone knew that was my fault!"

"Please, please I don't know anything, I don't know what you're talking about, please don't shoot me!" cried Lucy.

Carter looked up and she was teleported out, she dropped Lucy and the gun. Reece ran over and held her, she cried into his shoulder.

"It's ok... it's ok, I've got you." he stroked her hair.

The Doctor watched for a moment and McKenzie took his hand, he turned almost surprised to see her. She squeezed his hand and he smiled at her.

"Sweet aren't they?" she smiled.

Reece held Lucy close and touched his forehead to hers.

The Doctor walked over to them, "Do you mind if I talk to Lucy?"

Reece let go of her and helped her up, she sniffled and looked up at The Doctor.

He took out his sonic-screwdriver, "I'm just going to check you over, Lucy, is that ok?"

She nodded.

He pointed the screwdriver at her, it buzzed and he checked it, "She's human, well... technically. Cybernetic humanoid... but her memories are real enough– Well... She believes they are real–"

"Doctor…" McKenzie hissed.

Everyone stared at him.

"I'm talking too much... Uh– Look after her." he smiled at Reece and backed over to McKenzie. The Colonel walked up behind them.

"That was the teleport from Base Alpha." said the Colonel.

"There are still spiders up there, they could have called her up?" said McKenzie.

"We have to go up and get her back, she's only making her case worse." said Jethro.

"We'll go and find her," said McKenzie, "We can get up there the quickest."

"With all due respect, you two should probably just go, we have everything under control here, we can retrieve our own people."

"Hmm... alright then." said The Doctor, "We'll just be on our way..." they headed to the TARDIS.

The Doctor went straight to the console.

"We're going up there aren't we?" McKenzie asked.

"Oh yeah." he smiled.


	9. Chapter 9

They stepped out into Base Alpha, the lights were off, the engines were silent and it was freezing cold.

"What's going on? It's practically dead here..." said McKenzie, "It's like–"

"Help me!" they heard Carter yelling.

"Was that Carter?" asked McKenzie.

Then ran down the corridor and saw Cater with her leg trapped in the floor, the grate in the floor had been built up around her ankle and there were deactivated spiders all around her, she was clutching a small device in her hand.

"What did you do?" The Doctor asked.

"I stopped them... and they trapped me here." said Carter, she let go of the devise in her hand.

McKenzie put on her glasses and picked up the device, she examined it closely, "It's in EMP... She deactivated all the spiders and the base by frying all the circuits..." she dropped the EMP at Carter's feet, "You shut off the heating so this place is gonna get real cold _real_ soon."

The Doctor glared at her, "You created them, how could you!"

"I spoke to them... they were scared. But they listened to you! You could have told them other wise, but you chose to destroy them..."

"They were brand new to this world!"

"And they would see it all end!" Carter shouted.

The Doctor tried to speak but couldn't, he clenched his fists and took a deep breath.

"Help me!" she looked up at him.

"You know what... this isn't our business. Your team are looking for you, they'll get to you eventually." she shrugged and turned to The Doctor, "You coming?" she put her hand out to him.

He took her hand and said nothing, they turned from Carter and left her alone.

"You can't just leave me here!"

They stopped.

"Why?" The Doctor asked.

Carter tried to speak but couldn't think of a thing to say.

They carried on walking back to the TARDIS.

"As I said... your team will come and find you... eventually. Better start thinking warm thoughts." said McKenzie.

They stepped back into the TARDIS and heard Carter yelling at them as they dematerialised.

They stopped out in space, The Doctor opened the door and looked out. McKenzie came and stood next to him, she sat down and dangled her legs out over the edge. She took The Doctor's hand and pulled him down next to her, she shivered a little.

"You ok...?" he asked.

"Yeah, fine... the ship was just a little cold."

"I'd give you my jacket... you know, if I had one, I don't want you getting too cold."

McKenzie laughed weakly "It's ok, you can just wrap your big muscular arms around me, I'm sure that would warm me up."

He moved a little closer to her.

"Oh– I was joking." she blushed.

"Ah, right..." he shuffled awkwardly.

"But, you know, if you wanted to... I wouldn't object." she smiled and moved closer to him, he put his arm around her and they looked out into space together.

"The spiders said something to me... when I was on the ship."

"What did they say?"

"They said that I walk in nightmares... that I belong to a storm... or _the_ storm or something. And that there's something out there... something in the static... just watching and whatever it is... it's in love with me."

"I suppose the storm part could mean me...? You have all of my memories and regenerated because of me... and I _have_ been called the oncoming storm." he shrugged, "But uh, I don't know what it could mean by the other part..." he laughed awkwardly.

"Actually, I think it means my name..." she blushed a little.

"Oh, right of course..." he stuttered.

"Yeah, I mean I have my given name, Pandora, my family name, Phoenix and my true name."

"Laili'Yaudrah...?"

"Yeah, it uh... It means belonging to the storm..."

"Oh, uh ignore my last comment." he tried desperately not to look embarrassed.

"Most people don't get their true names until much later in their lives, but I got mine when I was born, I'm the only one in my entire family to be born in the storm season... ever."

"Definitely means that then…" he almost blushed.

McKenzie smiled, "But I've not walked in any nightmares..." they looked up at each other, "Yet."

They looked out into space, the stars glowed and everything seemed so still and peaceful.

"I have a bad feeling..." she said.

"Here," he placed the key on a chain in her hand, "I said I would and you deserve it, after today..."

She held up the key and it glinted in the light, "Thank you." she looped the chain around her neck, "So am I officially your companion now?"

"Yeah, I suppose you are." he smiled and stroked her arm as she rested her head on his shoulder.

The two stayed floating in space for a while as things were still going on down on Frostwall.

"Have you managed to go through all of the files?" the Colonel asked.

"Yes sir." a woman said, she looked up over her rectangular glasses.

"Excellent, Dora. Make sure it's all scrubbed. We don't want anyone finding out what's gone on here."

"Yes sir..." she replied.

The Colonel left her office and she carried on going through the files, she had saved a single file to the drive and scrubbed the rest of it. She brought up a live feed to Captain Carter. She had been left in a solitary confinement cell, screaming something about voices and begging for someone to believe her. Dora shuddered, if only they knew how right she was.

She quickly played the last file, it was the fully cleaned version of the static that the spiders were listening to. It wasn't much better than before, but this time... she could definitely hear a voice. She took a deep breath and her eyes began to glow, the voice became louder in her head, as if she was channeling the source itself.

"...universe will pay...not worth...she's not there...take everything...nothing left...mckenzie...find you..."

Dora jumped in shock, she stopped channeling and the voice cut out, she could hear Carter screaming from her cell. She grabbed the drive and made sure all of the evidence was gone before quickly leaving the base.


End file.
